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INI-313/24 INTEREUROPA, d.d., Koper 42nd General Meeting of Shareholders of Intereuropa, d. d. Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange and valid legislation, Intereuropa, d. d., Koper hereby publishes the following announcement:
At 42nd General Meeting of Shareholders of Intereuropa, d. d., held on 16 May 2024, shareholders decided to delist Intereuropa, d.d.’s shares from the regulated securities market. Shareholders adopted a decision to delist from the regulated market all 16,830,838 ordinary no-par-value shares issued by Intereuropa, d. d., which were issued in the central register of book-entry securities with ISIN SI0031100090 and designation IEKG, and are listed on the standard market of the Ljubljana Stock Exchange. That decision also states that shares shall be delisted from the Ljubljana Stock Exchange on the day of entry of the resolution in the companies register, and that all shareholders who voted against the resolution on the delisting of shares from the regulated market or who did not attend the 42nd General Meeting of Shareholders because they were unlawfully prevented from attending, or if the General Meeting was not properly convened or if the subject of decision-making at it was not properly published shall have their shares purchased for appropriate compensation in the amount of EUR 1.57 per IEKG share, provided that those shareholders explicitly requested such payment.
Pursuant to Article 305 of the Companies Act, the shareholders Albacore, d. o. o. and Arima, d. o. o. posed a written question to the Management Board, asking the latter to explain the reasons for the delisting of IEKG shares from the regulated market, including estimates of cost savings. The Management Board responded that it is generally known that the Company has a highly concentrated ownership structure, as a single shareholder owns more than 94% of Intereuropa, d. d.’s shares, meaning interest in the trading of the Company’s shares is very low. There will also be savings on account of a reduction in the costs of fees paid to the Ljubljana Stock Exchange and KDD, and due to the cessation of the conversion of annual reports into the European Single Electronic Format (ESEF), as well as savings due to a reduction in the workload of employees. Total costs saving amount to a little more than EUR 83,000 annually.
The shareholders Albacore, d. o. o. and Arima, d. o. o. also posed a question to the Management Board regarding how the amount of appropriate compensation was set. The Management Board explained that the provisions of the law were taken into account mutatis mutandis when setting the amount of appropriate compensation. The amount of appropriate compensation was set based on the weighted average price of IEKG shares on the regulated market during the last three months prior to the proposal for convening the General Meeting of Shareholders of Intereuropa.
The shareholders Albacore, d. o. o. and Arima, d. o. o. also asked the Management Board for an answer as to whether the Company is aware if the valuation of the Company or its shares was commissioned or carried out by the majority shareholder or any other shareholder in the period from 1 January 2022 until the day of the General Meeting of Shareholders. The Management Board replied that it was aware that the majority shareholder had initiated the valuation of the Company, but that it had no information as to whether that valuation had been completed, nor was it aware of the assessed value of the shares.
The representatives of minority shareholders, MDS (Društvo Mali delničarji Slovenije or Association of Small Shareholders of Slovenia) and VZMD (Vseslovensko združenje malih delničarjev or Pan-Slovenian Small Shareholders’ Association), and certain other small shareholders also had questions regarding the reasons for the delisting of shares and the amount of appropriate compensation. The Management Board answered those questions as it did the questions of Albacore, d. o. o. and Arima, d. o. o.
The representatives of minority shareholders, MDS and VZMD, and other small shareholders present at the General Meeting of Shareholders voted against the delisting of the shares from the regulated securities market. MDS, VZMD and other small shareholders announced the filing of a judicial review of the resolutions regarding the delisting of the shares from the regulated securities market. The shareholder Intercapital Securities Ltd. also announced that it will file a lawsuit to annul the resolutions of the General Meeting of Shareholders.
This public announcement will be published on SEOnet and on Intereuropa’s website at www.intereuropa.si for a minimum of 5 (five) years from the date of publication. The Management Board
Date: 17.05.2024
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